


Tranformation of the body, not of the mind

by AlexKingOfTheDamned, swimsalot



Category: The Hobbit (2012)
Genre: Bickering over a woman, F/M, Genderswap, Loss of Virginity, M/M, Magic, Porn-With-A-Little-Plot, That woman being Bilbo, genderbent
Language: English
Status: Completed
Published: 2013-01-05
Updated: 2013-01-18
Packaged: 2017-11-23 18:07:06
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 21,166
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/625104
Author URL: https://archiveofourown.org/users/AlexKingOfTheDamned/pseuds/AlexKingOfTheDamned, https://archiveofourown.org/users/swimsalot/pseuds/swimsalot
Summary: <blockquote class="userstuff">
              <p>Bilbo Baggins is transformed into a woman to escape the clutches of some evil monster looking for him - and all goes well. Until, that is, the dwarves realize the dragon's affinity for young virgin women. It's up to Thorin to rid her of that potent smell so they can go through with their plan.</p><p>(Now with alternate chapter in which Fili and Kili take Bilbo's virginity instead of Thorin)</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Gonna say this right now - I never read the Hobbit. I saw the movie and I loved and shipped it to death. I did a little bit of research to make this not seem like COMPLETE bullshit, but please be gentle with me if I got a few details off.

Bilbo looked over his shoulder, taking in the view of Lake Town as they left it behind on their way to the mighty river. He didn't know if he would be seeing it again. They would be making their final ascent tomorrow and before long would find themselves inside the mountain, fighting to reclaim the dwarves' home. He knew they might not all make it back and he wanted to remember their last few days together.  
  
The image of Lake Town committed to memory he turned back to the rest of the party, his eyes instantly finding Thorin. He looked as imperial and striking as always. Watching him always made Bilbo feel small and insignificant, even more so than any of the other dwarves. There was an intensity to him that intimidated Bilbo but at the same time made him excited to be a part of this adventure. Without Thorin's unwavering focus on their goal he knows none of them would have made it this far. He probably wouldn't have made it out his front door.

 

When Thorin looked over his shoulder, his eyes made contact with Bilbo’s, and the hobbit’s head instantly dropped. Strong brows furrowed, but Thorin said nothing. Perhaps their little sure-footed fellow was beginning to fear. He made a note to speak with him later, as Gandalf came to stand with him at the bow.

 

“We draw near,” the wise wizard spoke words that were obvious enough, but still carried weight and fear.

 

“I must admit, I was fearful at the thought of sending Bilbo in first, but now…” he looked over his shoulder again, and the hobbit had busied himself with singing a song along with Fili and Kili. “Now, I am not afraid.”

 

“You should tell him that, not me,” Gandalf smiled as he ducked beneath the mast of their ship and headed over to see if he could join in the singing.

 

Thorin watched for a moment longer as the hobbit began to dance, before he trained his eyes forward again.

Bilbo was the only thing, it seemed, that could ever manage to distract him.

 

Bilbo laughed along with the brothers at his terrible little jig. He liked Fili and Kili. He liked most of the dwarves of course but these two were always a lot of fun. The three of them had become good friends over their long journey. He looked up to see Thorin watching them and stopped laughing. He looked so serious that Bilbo couldn't help feeling like he was being scolded even though their leader hadn't said a word. This was an important time for the dwarves and he should be taking it as seriously as the rest of them.

 

When he saw that Bilbo had stopped, and his cheeks flushed, he couldn’t help but smile. Fili and Kili were reprehensible, they were supposed to be warriors, but Bilbo’s ability to make light of any situation was just as uplifting as it was dangerous.

 

In fact, most things about Bilbo were uplifting, Thorin found.

 

His bravery, despite his small size.

His selflessness, his cunning, his compassion.

His relentless desire to do the right thing.

 

Thorin found himself listing the door traits of Bilbo’s in his head more and more often these days. He committed the young hobbit to memory, and it was only recently that he realize he was doing so out of fear that the young man wouldn’t live through their adventure – and Thorin’s fear to forget him when he was gone.

 

When he caught the hobbit’s eye again, he jerked his head forward, beckoning the young man up to the bow with him.

 

Bilbo nodded goodbye to Fili and Kili and hurried up to Thorin, stopping a step behind him. He was even more imposing up close. Bilbo stood up straight, trying to measure up or at least look like he belonged there.  
  
" You, ah, wanted to see me?" he asked

 

Thorin’s hands were clasped firmly on the rope tying the mast to the bow, and his eyes were trained hard ahead. He noticed how Bilbo flinched when he turned his eyes down on him.

 

“We are so close now,” he said, his voice deep and intimidating as ever, but it had a protective edge to it that always soothed Bilbo. “In no time at all we will be opening that door, and you will go in alone. Does that frighten you?”

 

Bilbo simply nodded slowly. He couldn’t lie to Thorin.

 

“But you are going to do it anyway?” Thorin asked, and Bilbo nodded. “I wanted to tell you how proud I am of everything you’ve done. You are a remarkable fellow, and I’m sorry I ever doubted you. You had so many opportunities to turn back and still you are here – I am pleased you’re with us.”

 

Then there was a screech, and a cry – “ _LOOK OUT!_ ”

 

And talons were closing around Bilbo’s shoulders, digging into his skin, and his feet lifted from the deck. Poor Bilbo didn’t even have time to fear one from other when Thorin’s hand clamped down hard on his ankle, and the beast that grabbed him was caught so off-guard, its talons slipped, ripped Bilbo’s shoulders, and then flew away.

 

Bleeding and frightened, he was encompassed by Thorin’s strong arms, and they finally got a look at the thing. It was like a shadowy dragon, although much to small to truly be called such.

 

“It’s after Bilbo!” Galdalf hollered, and Thorin raised his sword to slice at the creature’s belly as it made another swoop down for the hobbit, the rest of his body hunched protectively over Bilbo.

 

Bilbo was too shocked to move. He let Thorin hold him away from the beast and defend him without making a move to help. He didn't think he could lift his sword anyway, with his shoulders all torn up. Besides, if the monster was after him, for whatever reason he certainly couldn't think of one, then it was probably better that he not get too close or move too far into the open. And Thorin was protecting him, so there was nothing to worry about.

 

Several arrows and wild axe swings later, a few blasts from Gandalf’s staff, and the creature flew screeching away.

 

“It will be back!” Gandalf shouted, “We’re sitting ducks out here on the river!” and a few of the dwarves were already moving to reel the boat into the shore of the river, before Thorin could even bark the order.

 

He was torn between sheathing his sword so he could hold Bilbo’s shaking form with both hands, or keeping his blade in hand in case the creature came back.

 

“Are you alright? How do you feel?” he was supporting Bilbo’s full weight, and he dashed his sword to the deck to better help him to stand.

 

“Why is it after him!?” Fili cried, rushing towards the bow so he could sheath his uncle’s sword for him.

 

“It’s coming back around!” Gloin shouted, and Kili was already firing arrows at it, and Nori took a wild swing at it with his staff.

 

Thorin took the brunt of the next swing of the beast’s talons, but they did little damage through his furs and chain mail. It was chased off again, but not before it took a chunk out of Oin’s shoulder with its mighty claws. The bow of the ship crunched into the soil of the bank, and everyone quickly disembarked, hoping the cover of the brush would disengage the creature.

 

“It won’t stop!” Dori pointed out the monster circling above the brush, looking for the best way to duck in.

 

“I don’t think we can even hurt it,” Ori gasped, watching as shadows curled off the creature’s wings. “It don’t look real, don’t look solid.”

 

“It’s solid enough to hurt Bilbo,” Thorin snapped, still holding the hobbit protectively close.

 

Bilbo relaxed against the man's large chest, feeling safer than he had since leaving home. Thorin wasn't going to let him get hurt again. But he didn't want Thorin to get hurt on his behalf.  
  
"I can sneak away. It won't see me if I go alone." he suggested.

 

“You are wounded, and you are not leaving my side,” Thorin’s tone was final.

 

“He has a point!” Bofur insisted. “If Bilbo is not with us, the monster will not attack! It’s Bilbo it’s after!”

 

“I’m not sending him off alone!” Thorin roared.

 

“There is another way,” Gandalf approached quickly as the beast gave another wraithlike screech into the sky as it tried to duck through the thick trees. “If Bilbo is not Bilbo, the creature will cease its attack.”

 

“What are you suggesting?” Bilbo could feel Thorin’s grip on him tighten.

 

“A transformation spell,” Gandalf spoke quickly. “I know of only one, but it is fickle, and I will have little control of what Bilbo will change into. He may become a goblin, or a human, or a dwarf himself, but he will not be Bilbo, and the creature will cease.”

 

Thorin’s brows drew together and he looked down at Bilbo to see what he thought of the idea.

 

"I'll still think like me though, won't I?" Bilbo asked. He didn't want to lose himself. Especially if he turned into something like an orc. He could turn on his friends and hurt them or force them to hurt him.

 

“It is a transformation of the body, not of the mind,” Galdalf assured him. “Even if you turn into a mighty troll, you will still have the manners of a gentle little hobbit.”

 

"Then yes." Bilbo said as the creature swopped towards them again. It was the best way to help his friends and there was every chance he would turn into something that would make him more useful. "If it will get rid of that thing then do it."

 

“But don’t we need a hobbit to get into the mountain?” Kili cried. “Wasn’t that the point of –”

 

But it was too late. Thorin stepped back just in time for Gandalf to blast Bilbo with the spell. Bilbo could feel his wounds mending, which was nice, and his body shifting. It wasn’t exactly painful, but it wasn’t comfortable either. His bones shifted and his flesh moved, and his top half felt much heavier than before, and his scalp felt odd – he thought for sure it felt like his hair was growing.

 

And then it was over, and he collapsed to the ground. Thorin was upon him in an instant, rolling him over, and nearly every set of eyes was on him.

 

Bilbo hadn’t changed much. In fact, he was still a hobbit. But he’d changed just enough. His hair had grown long and silken, golden-red curls down past his shoulders, which were narrower, and the weight in his body had shifted from his middle to his hips and thighs, and most remarkably, a pair of breasts.

 

Bilbo Baggins had become a woman. 

Bilbo blinked a few times and hesitantly sat up, finding his body settling in ways he wasn't used to. He shook his head, trying to clear away some of the dizziness and was hit in the face by hair he had never had before. He looked up at all the bearded faces staring down at him in shock and found himself starting to worry.  
  
"What is it?" he asked, surprised by the pitch of his voice.  
  
That was when he looked down. He was still small, smaller than he had been before even, and certainly wasn't himself.  
  
"I'm a girl." he stated, rather calmly in his opinion.

 

Suddenly the creature figured out how to swoop below the trees, and its long, windy shadowy body curled forward in the damp leaves, rage flowing from its body.

 

It stopped, however, and inhaled deeply. The hobbit it had been searching for, the scent was gone. It swung its beastly head from side to side, but it could not see the tiny hobbit it had been sent to find.

 

“Where did Bilbo Baggins go?” it had a voice, and it was deep and angry and horrifying.

 

“There is no Bilbo Baggins here,” Gandalf stood bravely in front of Thorin and Bilbo, who was still sitting in bloody, shredded clothing.

 

“Then who is that hobbit?” the creature hissed, looking around Gandalf’s side.

 

“My wife!” Kili suddenly cried aloud with a large grin, and he paced to Bilbo’s side in two steps, clapping a hand down on his – her – tiny shoulder.

 

The creature’s dark eyes narrowed and it slithered forward on massive talons, breathing in Bilbo’s scent. Definitely not the hobbit it was looking for. With a screech, it barreled out of the woods and into the sky to return to whence it came with the news of its confusion and the disappearing hobbit.

 

"Your _what_?" Bilbo exclaimed, pulling away from Kili as soon as the beast was out of sight. "Was that really the best excuse you could come up with? Since when do dwarves marry hobbits?"

 

“I don’t know, it worked didn’t it?” Kili grinned.

 

Thorin stepped forward and went down on one knee, immediately searching Bilbo’s body for any traces of the wounds.

 

“When can you turn him back?” Ori asked, looking up at Gandalf.

 

The wizard’s silence had all eyes turning to him. With a sigh, Gandalf leaned on his staff. “I would not risk trying. The spell is impossible to control, and it is a miracle that Bilbo retained his hobbit stature at all. If I tried again, he could turn into something awful… it would not be wise to take that risk. At least not until our fight is over and we have taken back the mountain. We need his light feet.”

 

“Her,” Balin corrected with a funny look on his face. 

 

"You didn't say you wouldn't be able to turn me back!" Bilbo cried, blushing a little as Thorin's hands roamed his body. He wasn't used to being manhandled like this, especially not in this body. He didn't really mind but it was a little embarrassing, especially with everyone watching.

 

“I did say the spell was difficult to direct, I did tell you I wouldn’t have any control over what you changed into,” Gandalf’s voice was dark. “Would being a woman be so awful?”

 

"You may find this surprising but I've never been a woman before!" Bilbo hissed. "And I was perfectly content being a man. I don't know how to be a woman, Gandalf."

 

“Then don’t try,” Gandalf said, shaking his head. “We can’t risk another shot at the spell until after we reclaim the mountain, that much is certain. Until then, you have no choice but to remain as you are.”

 

Bilbo’s clothes hung on his new body all wrong, and having such long hair was very new to him.

 

“Are we supposed to call you a she now?” Kili asked as Fili came up beside him, and they looked over every angle of Bilbo’s body. “Because I’m not sure I could call you a he when you’ve got such – ” his hands cupped to his chest, and he was promptly swatted over the head by Thorin.

 

"I can't wear these, they're all wrong." Bilbo said, tugging at his clothes. They were too tight in some places, too loose in the others and he could already tell he was going to need some extra support for his chest.  
  
"And all this hair is in my way." he complained, searching through his pockets for something he could tie the long locks back with. They seemed to gravitate towards the center of his face and he wouldn't be a very good burglar if he couldn't see anything.

 

Kili was behind him (her?) in an instant with a strip of leather from one of his many braids, and he pulled the locks back so he could tie them at the base of her neck.

 

And with a very simple spell, Gandalf altered the shape of Bilbo’s clothing. They hugged her breasts now, lifted and supported and they felt so much nicer than before, crushed by the vest. Boning was added to the vest and Bilbo remarked how tiny her female waist was in comparison to her generous hips. She’d never been a stick-thin sort of man, but all the weight settled in all the right places. Her trousers separated into a thick wool skirt that kept her legs remarkably more warm than pants ever had, and she wore loose white trousers beneath as an undergarment. The red velvet overcoat was still there, but the tears and blood were gone, as was the same for her shirt.

 

And just because he could, Gandalf added a few braids and beads to her hair with the same spell. Bilbo felt a little silly – he still had his male tendencies, after all – but he couldn’t deny with one look into the water that he was probably the prettiest girl hobbit he’d ever seen. And maybe she could get used to it. _Maybe_.

 

Of course, the way Thorin was looking at her helped.

 

"I'm not sure all the little baubles and things are necessary." She said. She cleared her throat and clapped her hands together, surprised by how much smaller and softer they were than they had belonged to a man. "But it's, ah, it's all very nice. Yes very nice indeed. Thank you Gandalf. Shall we move on then?"

 

“Back on the boat?” Kili asked with a grin, “Wifey?”

 

“She’s not your wife,” Fili said, smacking his brother.

 

Thorin was strangely quiet now, although his eyes were dark as they stared at Bilbo.

 

Bilbo glared at them and pointedly stood away from them when they all climbed back into the boats. Instead she took a place beside Gandalf where he was closer to Thorin. She could feel them all, with the exception of Thorin, still watching her and it made her more and more uncomfortable the closer they got to the mountain.

 

Thorin stood very close, but he didn’t speak a word to her the entire trip up the river. He didn’t look at her, he didn’t even acknowledge her existence beyond a few gentle touches to her shoulder every now and then.

 

Their trip was otherwise unimpeded, and before long they stood before the door, and Bilbo’s fear was rising. She considered running, as she had hundreds of times before she stood here now. She would have liked to blame her larger fear on the fact that she’s now female, but Gandalf said it wasn’t a transformation of the mind. She’s just a coward.

 

“See if you can get in close and talk the dragon out,” Gandalf said, since Thorin still wasn’t speaking. “And if that doesn’t work, be light on your feet and get out, and we’ll try plan B.”

 

Bilbo nodded and when the door opened she slipped inside. Inside the mountain was huge. She looked down and wondered if there was an end to it. It just seemed to go down, farther and farther, disappearing into the darkness. She could see glints of precious metal, still shiny despite the long years, shimmering in the darkness. Hills and valleys made of gold spilled over the various floors, creating their own magnificent landscape beneath her feet.  
  
She didn't see the dragon. Not yet. She moved along the hall towards a staircase, keeping an eye out for the beast.

 

However there was a sudden and mighty roar, and the beast rose out of the gold. He didn’t attack, but his tail was coiling around the wall, heading right towards her. With a shriek of terror, and quite surprised that she was seen through her best efforts to keep hidden, she ducked. His eyes were burning and locked directly on her, and his tongue slid over his scaly lips as if he were getting ready to eat her.

 

However, she was faster than his tail, and she went running desperately through the halls, headlong towards the exit, already hoping they had an idea for plan B. she narrowly missed a few claws and another swing of the tail before she scrambled up the staircase. The feeling of ashen dirt under her toes was welcome, and the door was closed very quickly. The roar of the dragon could be heard, but then silence, as it slunk back into the mountains of gold.

 

Bilbo was shaking with terror, hiding behind Gandalf, who looked just as surprised as the rest of them.

 

“What happened down there?” Kili asked, as he and his brother flanked her, feeling more than a little protective, while Thorin manned the door for any signs that the dragon was coming out.

 

"Th-the dragon. Came out of no where." Bilbo said, panting from the run. She looked around Gandalf, towards the door then shrunk back, terrified that she might see the dragon again. "I was walking towards the stairs. Everything was quiet and then out of no where I was attacked! He looked like he was going to eat me. I barely got away."

 

Suddenly Thorin’s eyes widened and he looked at Gandalf, who nodded gravely.

 

“I didn’t think of that, it didn’t even occur to me,” the wizard muttered, and all eyes turned to him.

 

“What? Think of what?” Bilbo asked as the brothers stepped closer to her, trying to ease her nerves.

 

“The spell transformed your body, healed all your wounds, put everything in order as if you’ve never aged a day or even been outside.” Gandalf said, “You have a _brand new body_. And the lore of dragons stealing away young virgin women don’t come out of nowhere.” 

 

Bilbo's eyes went wide and she could feel her face turning red as all around him dwarves started to laugh. The dragon wanted her because she was now a pretty, young virgin. There was no way she was going to be able to sneak in and lure the dragon out. She'd be trapped and killed. It was impossible. She'd come all this way for nothing.  
  
"Is there another plan?" she asked, hoping she hadn't truly ruined everything.

 

“Well, if you weren’t a virgin – ” Kili laughed, and flinched, anticipating another blow from his brother.

 

“No, that’s not such a bad plan,” Fili agreed. “Then you wouldn’t smell like a virgin, and you could try again. Big scaly won’t even want to talk to you until you don’t smell so enticing.”

 

“No, stop it at once,” Gandalf said. “That is not a proper plan.”

 

“What, you think your virginity is worth more than the mountain, all its treasures, the people it could inhabit, you think you’re worth more?” Dwalin said with a deep, threatening voice.

 

“Stop this!” Gandalf said, but already he was being ignored. Even Fili and Kili walked towards the others who were all starting to think that it was a grand idea.

 

She was instead flanked by Balin, who had a firm hand on her shoulder, and Gandalf, who stood bodily between her and the others.

 

"Can I say something?" Bilbo asked. She certainly didn't like how this was going. She knew Gandalf would never allow them to force her but she didn't want to cause any trouble for the group. These were her friends and they were reasonable people. Surely they could work together to come up with a different plan.

 

However, she was completely ignored.

 

“I think Dwalin’s right,” Bombur said with a nod. “Bilbo might be a lady now, but that doesn’t mean she’s more important than everything that palace could be used for!”

 

“Bilbo isn’t even a real lady, he’s still himself,” Nori added firmly.

 

“Well hold on everyone, lady or not, Bilbo’s virginity can’t be handed out like the deed to a house!” Balin defended, but he was righteously ignored.

 

Bilbo nodded her agreement. "Balin makes an excellent point, I think if we ought to leave for the night and think about this-" No one was listening. She huffed and shook her head. "You're all just being rude now, honestly."

 

“It doesn’t have to be some awful thing, you know,” Kili grinned over at the tiny hobbit. “My brother and I have ways with women, you could trust us.”

 

“Well how come it should be you?” Bofur asked. “Both of you?”

 

“Ori is the youngest, it should be him!” Oin laughed.

 

“What does it matter if he’s the youngest?” Dwalin grunted.

 

“Oh, are you saying it should be _you?_ ” Gloin asked.

 

"Don't I have any say in this?" Bilbo asked but they were too busy arguing to hear her. She thought about sneaking off. It would have been easy, they weren't even really paying attention to her. It was a little sad that she was considering running away from her friends more seriously than she had considered running away from a dragon.

 

“Quickly, let’s get out of here,” Gandalf said quietly, sheltering Bilbo with his arm as the others continued to bicker.

 

“ _ENOUGH!_ ” Thorin suddenly bellowed, and all fell silent. Bilbo felt a shiver run up her body at his cry. Gandalf feared his wrath, but he saw protectiveness in Thorin’s eyes, not lust. He left the door and hurried to where Bilbo stood, and he wrapped an arm around her in the same way he did before when he was protecting her. “None of you have the right to talk about taking Bilbo like an animal, you are vile if you think I will allow it!”

 

Bilbo exhaled a sigh of relief. She relaxed against Thorin, knowing he wasn't going to let them do anything to her that she didn't agree to. Thorin was too honorable to allow them to use her like that.   
  
"Thank you Thorin." she said, truly grateful that he had stepped in.

 

“ _If_ we are going with this plan – and that is a very large _if_ – then it won’t be _any_ of you!” Thorin’s hand closed a little tighter over her shoulder. “I am the leader of this expedition, I have the last say!”

 

“So what, it’s gonna be _you?_ ” Bombur chuckled.

 

“Maybe it will!” Thorin said, and he felt Bilbo shiver. “But we don’t even know if we will go through with this plan!”

 

"I think we should explore out options." Bilbo added. The thought of Thorin being the one to...deflower her wasn't as unfavorable as the others. He was the most handsome by far and she had always admired him. She was more attracted to Thorin than anyone else, had been before he had become a she. But she didn't want him doing it as part of a plan, as just another step in the quest to take back the mountain. And she was still a little intimidated by the whole idea, regardless of who it was.

 

“We can’t just go off and pick up another hobbit!” Bofur argued. “It took us forever to get here, and there’s no hobbits nearby!”

 

“And we _need_ a hobbit!” Dwalin agreed.

 

"Well maybe there's some other way." Bilbo argued. "Maybe there's a way I can lure the dragon out without having to go inside, we just need to think."

 

“That dragon is _not_ going to leave his horde,” Dori shook his head. “It doesn’t matter if you get him alone, if you’re still a young virgin woman, he’s going to rip you apart!”

 

“If you’re not a virgin, you can get close to him, we can still try that talking-him-out plan,” Oin said with a nod.

 

“The only fork in the plan is your virtue, little miss,” Dwalin smirked.

 

“It comes down to an ultimatum,” Fili sighed. “Your innocence, or the true home of the entire dwarven race?”

 

"I-I..." Bilbo looked to Thorin and Gandalf, hoping they would come to her aid, but no one spoke. She couldn't say no. This was their home. They'd been fighting for this for months. They'd risked their lives for this and now she was standing in their way. But she had only been a woman for a short while, she wasn't ready for something like this.  
  
But they needed her. She couldn't say no.  
  
"Alright."

 

Gandalf felt solely responsible, and he hung his head in shame. Bilbo must be so frightened and confused.

 

“It comes back down to who?” Kili grinned. “Because as I was saying before, my brother and I – ”

 

“No,” Thorin cut him off instantly before everyone could start up again. “The task falls to me.”

 

“Aw, so he gets to have all the fun?” Bofur frowned.

 

“No,” Thorin’s voice darkened. “It is not _fun_. This task, this is not _fun_ , this is taking the virginity of a young woman who hasn’t even been a woman long enough to realize she’s a virgin. This is taking something sacred from someone frightened, this is taking something that should be hers to give away, this is not _fun_.” He took a deep breath as the weight of his words settled on the group. “We will return to Lake Town and take residence in an inn.”

 

Bilbo shivered and let Thorin lead her and the rest of the party away from the mountain. Thorin was right of course. She had been thinking the same thing. She was scared and uncomfortable. It might have helped if Thorin had seemed a little less angry about the whole thing. It certainly wasn't putting her mind at ease. She didn't want to impose on him and she didn't want to feel like a burden.

 

When they arrived back in Lake Town, the people they saw were confused, but brought them back to their original lodgings. It was nightfall at this point, and Thorin took her directly to the bedroom she had once shared with Fili and Kili. They were now alone.

 

Thorin sat on the edge of the bed, but Bilbo stood near the door stock still, frightened out of her wits.

 

“Bilbo,” Thorin sighed and patted the bed beside him. “Please, come sit with me.”

 

She swallowed thickly and nodded. A few short, slow steps she joined him on the bed, making sure to keep a decent space between them.   
  
"I'm sorry about this." she sighed. "I don't mean to be so much trouble."

 

“Do not apologize,” Thorin said firmly. “This is nothing you should apologize for.”

 

He looked up the same time as Bilbo, and their eyes met. She instantly flushed and frowned and furrowed her brows and tried to look brave and not scared.

 

“You are the most amazing person I have ever met,” Thorin said, looking back at the fire crackling at the other end of the room. “Man or a woman, you are… you are extraordinary. And I want you to know… I think you deserve to know… that this is not something I do lightly, or without great thought. Or emotion.”

 

"I'm glad." Bilbo said, blushing dark. "I mean, you're the most impressive person I've ever met. I've never met anyone I respect as much as you. You're noble and brave and loyal. You are the only person I would have chosen to do this with."

 

Thorin looked Bilbo hard in the eyes when next he spoke. “I’ve… desired you since the moment you stood up with a sword to protect me. And since then I have loved you. I would have kept it hidden forever, for you were a man and I believed not mine to have. Even now, I feel I cannot take anything from you that you are not willing to give.”

 

Bilbo couldn't breathe. She felt faint. Thorin had said that he loved her. Even when she had been a man he had loved her. This man he admired more than anyone and who she would gladly lay down her life for loved her. It would be impossible to believe if she hadn't just heard it for herself.   
  
"I-I am willing. I would like to do this with you." she admitted. "I've felt drawn to you since you first entered my home. And when you told me I belonged with the rest of the party was the greatest moment of my life."

 

Thorin was quiet as he looked at her. Her ginger-gold hair glowed in the firelight, and the glass beads in her braids caught the light and reflected little spots of colors all around the room. Her eyes, so bright, looked up at him with such trust in their depths. That she was putting her faith in his hands on this delicate matter, made him thaw in places he thought he’d iced over years ago.

 

He’d thought that Bilbo was a charming little man when he’d first seen him. Soft face, gentle features, delicate hair with pristine little clothes. But he’d written off his initial attraction as admiring the delicacy of hobbits as a whole. It wasn’t until he rose up his blade to protect Thorin that it became clear to him that hobbit or not, Bilbo Baggins was not a delicate man. And suddenly those soft cheeks and big eyes were the features of a warrior, and oh they were lovely.

 

If it had come down to this in the same situation, he would still have been the one to take Bilbo if he were a man. This, honestly, just made his traditionalist heart feel a little less shameful.

He knew that men could lie with men – knew from experience, from walking in on his nephews lying together at night and shouting their combined ecstasy – but despite it all, he thought this was so much nicer.

 

The very second he saw her transformed body he was in awe. Her gentle curves and long lashes and full lips and round jaw, all so much the same, her face had hardly changed at all. She was still gentle and soft, so, so soft. She looked so soft to the touch, smelled so sweet, and oh lords she would taste –

 

Thorin swallowed and reached out, brushing Bilbo’s hair over her ear, cupped her jaw, and surged in for a kiss.

 

Bilbo gasped, eyes going wide and her body stiffening. She was kissing Thorin. Or more accurately, Thorin was kissing her. His hand was on her cheek, she could feel his beard scratching her chin and his lips on hers, chapped and rough but so, so perfect.  
  
She realized she still wasn't responding and let herself relax into the kiss. She placed her hand, so much smaller than his, on his broad shoulder and leaned forward, hesitantly pressing back against his lips.

 

It had been such a long time since he’d felt the heat of arousal furl from his stomach, but the sensation was unmistakable. A tight heat that made him want to moan, but he was Thorin Oakenshield and he was so much more controlled than that.

 

He pulled on her hips, drew her into his lap, a leg on either side of his hips, and he kissed her again. Her little hands fisted in her hair as he smoothed his lips over hers again and again, and maybe he wasn’t quite as controlled as he thought he was, because his arousal was already beginning to manifest in a heavy hardness in his lap.

 

Bilbo didn't understand what she was feeling. She thought she was aroused but it felt different. When she had been a man there had been obvious signs. He had known what to expect. This female body was still too unfamiliar to her. She didn't know what she was feeling. She felt hot. Her clothes were too tight and when she shifted to try to get comfortable she rubbed something that made her shiver violently against Thorin's broad chest.

 

Thorin’s kisses moved to Bilbo’s neck, and her moans were so sweet Thorin thought he could just cry. Her skin was every bit as soft as he expected it would be, and a thousand times as sweet. He helped peel off her overcoat, and she was more than happy to shrug it off, and her hands moved directly back to his long hair where they held on tight.

 

“Bilbo,” Thorin spoke her name deep, and his voice was hard and dark like he was saying her name in a way that claimed ownership. Her name was safe in his chest, which is where it rumbled and laid in a bed of cinders with a promise of flame.

 

He laid her down on the bed and moved atop her, her thighs spread and her skirt hiked up to her waist to admit him. He was heavy against her, armor and furs and so much hair, and he kissed her shoulder, in awe at the tenderness of her flesh.

 

Bilbo closed her eyes, instinctively tensing up as the thought of what they were about to came crashing down on her. But then Thorin kissed her again, his lips touching her skin with such tenderness that any reservations she had melted away. He was so gentle with her that she knew she had nothing to fear. He would stop the second she asked him to if that was what she wanted.  
  
But she didn't. That was the farthest thing from her mind. Everywhere he touched burned like a brand but it didn't hurt. It was the most exhilarating thing she had ever felt, as man or as a woman. She never wanted his hands to leave her body.

 

He untied her hair so it would spill over the covers beneath her, glowing just as brightly as before in the same light that made her eyes shine. He kissed her shoulders, ran his hands along down her waist, felt her arch up into him, and it was so beautiful.

 

He kissed her collarbone, mouthed her throat and nibbled her ear – and oh, that got a rise out of her. Hips jerked upwards and toes curled and fingers dug into the blankets and she _moaned_. He kissed her ear again, cupping her hips as he settled more firmly over top her, and the feeling of her little arms wrapping around him made him soar.

 

He suddenly sat up and pulled off his heavy fur coat, throwing it in a great heap on the ground. His arm gauntlets followed, and Bilbo quickly got the idea and began to unstring the corset Gandalf had given her. He dashed his belt to the ground, as well as his navy-grey tunic, and lifted his metal-gilded shirt up off his head. It gave a great thud as it hit the ground, and he kicked his boots off just as Bilbo tossed her skirt and over-shirt to the floor.

 

All he wore now was a heavy pair of trousers and a dark undershirt, which clung to his bodies in ways that should have been illegal.

 

"Wow." Bilbo said before she could stop herself. He was perfect. She had known he was strong but she had never considered how muscular he must be under his many layers. Even if she had she never would have been able to imagine just how good he would look. She wasn't used to muscular men. All the men she knew were hobbits and while they were cute most of them were a little on the chubby side.  
  
There was certainly nothing chubby about Thorin. He seemed to be built of nothing but hard muscle. His arms were thick with it, so thick she wouldn't be able to wrap both hands around them. And even though she couldn't see his chest yet she already had a good idea of the small hills and valleys that made up his abs. Just looking at him made her mouth go dry.

 

He dipped down to kiss her again, and her arms immediately wrapped around his neck. Her fires had certainly been flamed, because she was moaning into his mouth now and she actually rolled her hips up against his, which all but made him lose his mind.

 

He supported himself on his elbows and experimentally rocked his body against her, and the resulting moan she let out was lovelier than a siren’s cry. He helped her shimmy out of her shirt, and the sight of her freckled breasts made him want to break down and worship them. Goosebumps lifted across her shoulders and belly, but he quickly kissed them away, his hair falling across her body and tickling her.

 

Bilbo tried not to laugh when his beard tickled her neck. She wasn't sure but she thought laughing during sex, or even right before, was a bad idea. But as good as she felt she couldn't help wriggling when his long tresses trailed over her soft skin.

 

Her squirms did not go unnoticed, and he ceased kissing her belly long enough to throw his long hair back over his shoulder. Then she was given full view of his lips and tongue tracing her soft stomach, and the sight made her tilt her head back with a deep sigh.

 

Her hips bucked when he closed his palms over her thighs, treading his thumbs over the inside of her legs. Looking up at her for a moment, he lifted her hips so he could divest her of her white cotton trousers.

 

And then she was naked beneath him. She held her knees together modestly, and one fist she had pressed to her mouth in shame as she looked at him looking at her. His expression was reverent, and it was impossible to ignore the daunting bulge between his legs.

 

“Beautiful,” he praised, running his hands down along the length of her body, watching her roll up into his touch like a kitten. She was covered in little freckles from head to toe, dusted with pink flush and soft as porcelain. Little golden hairs curled between her legs, and he gently pressed her knees apart so he could look at her in all her glory.

 

Bilbo blushed and closed her eyes, feeling aroused and ashamed at the first time. No one had ever looked at her, or him for that matter, in such a way. It was unnerving to have someone as handsome and perfect as Thorin looking at her like this and complimenting her. She didn't want it to stop but she wasn't sure how to handle these feelings yet.  
  
"This seems a bit unfair to me," she pointed out. "You have more clothes than I do."

 

Thorin ran his tongue along his lips as he considered her, and then he knelt up so he could pull his shirt up off his head. The sight of his tight muscles made her melt instantly, and the way his heavy breads fell back over his shoulders and hung around his chest made her trace them with her eyes.

 

His body was as solid and thick as an oak tree, his title fit him in more ways than one. The valleys between his muscles were deep, and there were so many scars criss-crossing his body she couldn’t even begin to count them. Short, dark hair covered his chest, abdominals and arms, and it looked so soft to the touch that Bilbo couldn’t stop her hands from lifting and threading through it. Silver dotted the dark chocolate brown across the crest of his chest, and it made her mouth run dry again. He was so much older than her, so dignified, and all of his rigid musculature was hanging over her body, ready to take her, willing and hard. 

 

She drew a shaky breath and opened her arms to him, drawing him close to her. He leaned closer, pressing their lips together and she wrapped her arms around him, fingers splayed over his back. He was so warm and hard against her, she couldn't resist a shiver of anticipation. He wanted her so badly, she could feel it through the rough fabric of his pants and despite her fears she couldn't wait much longer.

 

As much as he wanted to strip himself, he didn’t want to frighten Bilbo by moving too fast, so he laid beside her with one arm around her shoulders, gave her a kiss, and dipped his free hand down between her legs. Her soft thighs pressed tight together at first, fright fluttering through her, but she was soothed by a smoky glance from his dark eyes, and a kiss to her temple. Her thighs fell apart, and he moved slow against her.

 

He swirled one finger in her heat, collecting moisture before rubbing between the soft, pink folds, and she instantly jerked up against him with a needy moan. He kissed her, swallowing her moans as he pressed one thick, calloused finger inside her, curling it up into a place that made her legs quake and her body roll upwards.

 

Bilbo's eyes rolled back and her arms tightened around him as her back arched. She had never imagined this is what it would feel like. It was a little odd, as she had expected, but mostly she felt good. Thorin's finger inside her was like nothing she had ever dreamed. She felt like she was melting, his finger inside her too hot to stand but too good to lose.

 

He kissed her shoulder and her neck when she tilted her head back, nibbling her ear as he slipped a second finger in beside the first. The stretch made her whine, but the way he twisted his fingers and pressed them deep inside her made her quickly forget the pain.

 

Grinding his hips forward against the side of her thigh made her shiver, and she got the first real idea of how thick he really was. Fear rippled through her, but it was difficult to form thoughts when his fingers curled so perfectly inside her.

 

"S-slowly. Please." She begged, touching his arm. She felt like she was coming apart at the seams and she didn't want to be lost too early. She wanted to hold onto this for as long as she could.

 

He slowed his hand and drew her lips to his, kissing her deep as he slipped his thumb in delicate circles around the little bud that brought her ecstasy to greater heights. Her entire body was thrumming and her hips were pushing against his fingers desperately.

 

“Slow, hm?” he teased as her hips jerked against him more quickly. “Do you really want it slow?”

 

"I d-don't want...to be over to-too soon." she gasped, clutching him more tightly. She was definitely coming apart. She wasn't going to last very long if he kept touching her like that. She was already a little light headed. But she couldn't stop her hips and he wasn't making any move to back down. There was no way she could hold out for long.

 

“That’s alright,” Thorin murmured softly, kissing her ear. “Women aren’t like men, you don’t have to worry about losing a hardness, you don’t have to wait until you can climax again, it’s not like that for you.”

 

He mouthed her throat and swiveled his fingers faster, and her moans were escalating, her fingers wrapping tighter in his hair, and her body was tightening like a bowstring.

 

Bilbo's eyes closed and for a moment the world was dark. Then Thorin crooked his fingers again and all she could see was white. It was like the world around her had shattered into light as her body shuddered and convulsed, riding his fingers as waves of pleasure rocked through her. She had never felt anything so exquisite in her life and luckily the moment didn't seem to want to end. It stretched on and on and on, lasting forever before the world came rushing back all too quickly.   
  
She was still twitching, clutching Thorin's hair tightly in her small hands as her eyes fluttered open. The world was hazy at first but slowly cleared, going a little out of focus ever now and then when she would shiver against him.   
  
"Oh my..." she whispered, her body going limp.

 

He continued to rock his fingers slowly inside her, using her post-climax relaxation to slip a third finger inside. She tensed up for a moment, but the aftershocks were still rocking her, and she gave little resistance. The stretch wasn’t quite painful, but it was still difficult to accommodate his rather large fingers into her rather small opening.

 

“So beautiful,” he murmured against her ear, kissing her neck and finally paying a bit of attention to her quivering breasts. One kiss to her nipple had her back arching and she mewled, her hips pressing down on his fingers.

 

Lust was firing off nerves in Thorin’s mind, watching Bilbo squirm and writhe and moan was the most stunning sight he’d ever had the privilege to see in all his life.

 

"I..I need, please...Oh..." Bilbo murmured, not even really sure of what she was trying to say. She felt so good and hearing Thorin's voice, calling her beautiful while his fingers slowly stretched her, only made it better.

 

Thorin swallowed hard, his Adam’s apple bobbing. “Should I remove my trousers?” he asked thickly, and she only nodded. She gave a whine when he pulled his fingers from her, and a louder whine as she watched him clean the wetness from his fingers. 

 

He pulled his arm from under her neck so he could shimmy his trousers off his legs and add them to the pile of clothing on the floor. His legs were thick and solid, and covered with thick hair that could almost be called fur, it was soft against her own legs. Her eyes were immediately drawn to his erection, which stood tall and fat from a dark thicket of black curls, dusted with silver.

 

It was almost too thick to be believed. Lucky for Bilbo, Dwarf penises were not known for their length, which was good news for her small body. However, it was nearly as thick as her wrist, heavy and leaking.

 

Seeing it snapped her out of her haze in an instant. She was thankful that it wasn't very long. But she couldn't imagine stretching wide enough to fit him inside her. It didn't seem possible, at least not painlessly. He was too big, it just wasn't possible.  
  
And even if it was what if she got pregnant? Everything else about her female body seemed to be working, there wasn't any evidence that she couldn't get pregnant.  
  
She squirmed away a little, not enough to get away but enough that Thorin would know she was uncomfortable.  
  
"Can we...ah, can we just stop for a moment?"

 

Thorin’s cock ached, but he nodded. “You are frightened,” he said, kissing her forehead.

 

"Yes." she admitted. "You're much...larger than I had anticipated. And I hadn't considered all the possibilities of" she gestured to the two of them. "This."

 

Thorin swallowed hard, licking his lips. “Would you prefer I summon someone else… less endowed?” he offered, “I wish I could tell you that you didn’t have to do this.”

 

"No! No, I don't want anyone else." Bilbo assured him. "I want you. Even if the dragon weren't a problem. I have very strong feelings for you." She sighed and looked down. "I love you. But I am worried. I would like to return to my regular body someday and if there were complications after this that could be rather difficult."

 

Thorin swallowed. The thought of Bilbo turning back into a man was daunting, but he realized that he would still want to have relations with him anyway.

 

“You fear bearing my child?” he said with a chuckle, kissing her temples and her cheekbones and resting one large palm flat across her belly.

 

"Yes." she said, more firmly than when she had admitted being frightened before. "Yes I do. I do not know if I could. And I am not prepared to be a woman for that long."

 

Thorin chuckled. “A child has never been born of a dwarf and a hobbit, it is not possible,” he said, laying her fears to rest.

 

Bilbo sighed in relief. That was good. She was still intimidated by the size of Thorin's sex but she knew he wouldn't allow her to be harmed. If it started to hurt he would help her. She trusted him enough to place herself in his hands. "Then I have no further objections."

 

Thorin was grateful, because his cock was throbbing like a second heart, but he still felt the need to reassure her. He lifted his three fingers and held them together just as they had been when they were inside her, and watched her eyes widen in shock at the girth of the three digits.

 

“That was – ”

 

“Inside you, yes,” Thorin said, kissing her shoulder, her neck, her ear. “You are capable of more than you think.”

 

"I didn't know. If I had seen your fingers together like that before I wouldn't have done it." she said truthfully. Had she seen what he was planning before he had done it she would have been too frightened. She would never experienced that amazing feeling. "I'm glad I didn't know."

 

He kissed her deeply, trying to fan her flames again, and it did not take long before she was gasping into his mouth. Her tongue ran along his and he cupped her breast, turning on his side so he could grind his aching hardness against her hip. Her skin was heavenly soft and his head reeled as he pushed against her, seeking pressure and warmth.

 

He moved over top her, running his hands over her shoulders, her hips, her thighs, watching her quake, watching her eyes trained on his manhood.

 

“Do you want to touch?” he asked, startled by the softness of his own voice.

 

She nodded, not trusting her voice. But she made no move to reach out. Smiling Thorin took her hand and guided it to his erection. She made contact and felt bolder, moving on her own now that she had gotten this far. She held him in her palm, feeling the heaviness of his manhood in her hand. She wrapped her hand around him as best she could and slide her hand from base to tip, loving the way he groaned. Being able to touch him like this and draw those noises from him made her feel so powerful. Never before would she have imagined that she would have this kind of power over someone like Thorin.

 

He closed his eyes and let his head drop, her thighs spread wide to hold him as he rocked into her hand. He held himself up on his elbows, his hair falling and curtaining them together, and his lips were open in a constant stream of gentle moans.

 

“Bilbo,” he whispered breathily, his brows knitting. The feeling of her soft hand was perfect against his bursting length.

 

"Thorin," Bilbo replied, her voice low and gentle. He looked desperate. She had never seen him with so little control before. Even when angry he always seemed to hold himself in check. But not now. Now he was moaning and gasping under her hand. Seeing him like this only made her want him more.

 

He looked her in the eye, and they shared an unspoken moment of trust and love before she gently guided him to her opening. There was still nervousness in her eyes, but he kissed it away, holding the back of her neck in one large hand, and her hip with the other, and he pushed forward.

 

She was genuinely surprised by how easily he slipped inside her, with almost no pain at all. His fingers had so gradually stretched her without her even noticing, that the pang of the stretch was gone almost as fast as it came, and then suddenly she could feel the wiry thicket at the base of his manhood pressed against her inner thighs, and she knew he was all the way inside her.

 

His body was quivering with effort to keep from brutalizing her, and his arms bulged as he held himself above her, hair falling around them and he moaned in bliss.

 

She released the last of the tension she had been holding, falling back onto the bed with a moan. She had never felt so full. Even when his fingers had been stretching her she hadn't felt like this. It was an odd feeling but not unpleasant. In fact she loved it. She loved feeling so connected to Thorin and the stretch, now that the pain had worn off, was sublime.  
  
He kissed her as he rocked deeper, and the pressure and heat of their connection was melting him at the very core. Her legs wrapped around his waist and he thought he would lose his mind. He smoothed his hands over her hair, looking her in the eye between the moments it was impossible to keep his eyes open, and they moaned almost perfectly in unison.   
  
His muscles tightened all around her as he thrust, and her eyes fluttered closed, golden lashes locking them closed on her freckled cheeks. The bed creaked with the force of their bodies moving together, and already Thorin felt the ribbons of his control unraveling.   
  
"Th-Thorin..." Bilbo gasped. She could feel that same feeling as before, like she was about to fly apart, building inside her. The way he slid in and out of her body was perfect and each time he thrust back into her heat he brushed something that made that feeling grow a little more. She was close to losing herself again.  
  
Thorin was shamefully close himself, so he wrapped his arms around her waist and pulled her up into his lap. She straddled his hips as his thick arms wrapped around her, squeezing the breath out of her as he thrust his hips upwards quickly enough that she couldn't make heads or tails of when she had time to breathe. Her hands gripped tightly in his hair and her head tipped back, and moans passed unrestrained from her lips. Thorin pressed his forehead between her breasts, kissing her chest and groaning indulgently as she accepted his girth with no resistance.   
  
Bilbo gasped and moaned, more loudly with every thrust. She clung to Thorin as tightly as she could, not knowing what else to do. She was so close, so very close, and his lips on her skin and the force of his thrusts only drove her on faster. She would never last like this.  
  
"Thorin, Thorin, please I'm..." she cut herself off with another desperate moan when he kissed her soft breasts.   
  
Thorin was impressed with himself. He didn't often indulge below the belt, but when he had in the past he'd never brought such pleasure to his bedpartner. Perhaps that was a testament to the fact that he'd never really _cared_ for any of his previous bedpartners. His shoulders were beginning to burn with effort, so he fell down onto his back, urging Bilbo to continue lifting her body atop him with firm hands on her hips. Her breasts and golden curls bounced with every lurch of her body, and from this angle he could clearly see every pass of his manhood inside her, and it made his stomach clench with lust.   
  
"Thorin," Bilbo panted. "I ca -ah!- can't do this m-much longer...."  
  
Her legs were already starting to feel like they were made of jelly. Her body trembled with exertion and pleasure every time she raised herself up and fell back down onto Thorin's thick manhood. She couldn't take much more of this before she lost herself in that bliss again. But she wanted Thorin to feel that same pleasure so she forced herself to hold back a little longer.  
  
Thorin knew she was approaching her second completion rapidly, and he doubted she could hold out through a third, so he made it his goal to finish with her this time. He planted his feet firmly on the bed covers, took her hips in his hands, and began to drive his hips up so recklessly that Bilbo was startled into silence. Her eyes closed with bliss after the first handful of rapid thrusts, and then she began to moan like a concubine, putting all her remaining energy into holding her body aloft so Thorin could pound her senseless.   
  
He threw his head back with several deep grunts, and she opened her eyes to the sight of the veins in his neck pulsing, his teeth clenched, and his taut muscles shining with sweat in the golden firelight.   
  
He looked so beautiful beneath her. It wasn't a word she ever would have chosen to describe him before now but there was no other way to encompass how he looked except maybe breathtaking. He hadn't lost any of his rugged masculinity but the way his muscles bulged and rippled under his skin and the look of pleasure, as forceful and focused as all of his emotions was gorgeous.  
  
That sight and one last, painfully perfect thrust sent her over the edge. Her back bowed and light exploded behind her eyes. She was falling but she could feel Thorin beneath her and knew he would catch her. It was so perfect. Amazing and wonderful and perfect and she thought she might be crying because it was so good.  
  
Hurrying to complete himself, Thorin gave another few scattered thrusts before he, too, was lost. His arms wrapped tight around her waist and he bit her shoulder just hard enough to leave a mark, to keep from screaming his pleasure. Their shared bliss took their breath away, and their bodies remained rigid as they rode that wave until gently, gently, it set them down on the beach.   
  
They sagged into one another, their breathing unsynchronized and their hair tangled together. Her head was laid across his chest and her breathing was shallow and high pitched, his ragged and slow. Eyes were closed lazily, and neither of them wanted to move first.   
But then he took her by the face and slowly coaxed her up farther on his body, his length slipping heavy and spent out of her, so he could kiss her gentle and slow.   
  
"That-That was amazing. Truly." Bilbo said, her voice small and breathless but enough that he could hear her. She felt like her entire body was nothing but water but she was so relaxed and happy that it didn't matter. "Thank you Thorin."  
  
"You are mine now," he said firmly, and she could only nod, a warm smile spreading across her cheeks. "Even if Gandalf reverses the spell, even if you are a man, you are mine. And even if he fails and you become an _elf_ you are mine."   
  
"You would still want me if I were a man again?" Bilbo asked. She was shocked and elated. She hadn't thought of what they would be after. Thorin had said he loved her even before she became what she was and she believed him. But she didn't think he would want her in a physical way once she was herself again. It seemed too good to be true.  
  
Thorin nodded, pressing his forehead against hers and feeling her breath against his lips. He would not tell her in all the ways he was frightened, or how he truly wished Gandalf would fail in his attempt to change her back, but he knew that now he had her and he would truthfully not let her go.   
  
"Tomorrow we will return to the mountain, and all will be well," he spoke soothingly, catching a few errant curls from her face and tucking them behind her large ears. She nodded and laid her head across his shoulder. They were silent for a moment before Thorin broke the quiet. "You know... just a thought - if you remained a woman, we could be married."   
  
 "A dwarf king marry a hobbit?" Bilbo asked. It sounded ridiculous. But thinking of being Thorin's wife and and spending her life with him was wonderful. She knew she never wanted to leave him. But she also wanted to be a he again.   
  
She frowned and snuggled a little closer, letting him hold her even more tightly. "Let's talk about it after we defeat the dragon."


	2. Chapter 2

**Summary for the Chapter:**

> Bilbo Baggins is transformed into a woman to escape the clutches of some evil monster looking for him - and all goes well. Until, that is, the dwarves realize the dragon's affinity for young virgin women. It's up to Fili and Kili to rid her of that potent smell so they can go through with their plan.

**Notes for the Chapter:**

> So it was suggested that there be an alternate chapter in which Fili and Kili were chosen to take Bilbo's virginity instead. So I decided to do it! 
> 
> In the last chapter there was a lot of hoopla over how Bilbo could possibly enjoy losing her virginity, so in this chapter I tried to put a little more emphasis on the pain :|
> 
> Now maybe there will be peace in the comments section? 
> 
> You COULD just skip right to the smut scene, but I actually did take the time to edit the entire first half of the story, and all the interactions with Thorin are replaced with one or both of the brothers, so it's almost an entirely new story - so it wouldn't be a total waste if you re-read the whole thing.

Bilbo looked over his shoulder, taking in the view of Lake Town as they left it behind on their way to the mighty river. He didn't know if he would be seeing it again. They would be making their final ascent tomorrow and before long would find themselves inside the mountain, fighting to reclaim the dwarves' home. He knew they might not all make it back and he wanted to remember their last few days together.  
  
The image of Lake Town committed to memory he turned back to the rest of the party, his eyes instantly finding the brothers Fili and Kili, his new and best friends. They were as bright and bursting with nearly manic energy as always. It was uplifting, and watching them never failed to put Bilbo in a good mood. They had just started to dance, their braids bouncing in their hair and their boots thudding loudly on the wooden floor of the boat. Bilbo indulged them by clapping along, and they began to sing.

 

Thorin looked over his shoulder at the ruckus, his eyes made contact with Bilbo’s, and the hobbit’s head instantly dropped. Thorin always intimidated him to a vast degree, and he couldn’t help but feel like he was being scolded every time the stoic dwarf looked at him. Thorin didn’t want Bilbo to give his focus over to reckless fun like his wayward nephews so easily would. He made a note to speak with him later, as Gandalf came to stand with him at the bow.

 

“We draw near,” the wise wizard spoke words that were obvious enough, but still carried weight and fear.

 

“I must admit, I was fearful at the thought of sending Bilbo in first, but now…” he looked over his shoulder again, and the hobbit had busied himself with singing along with Fili and Kili. “Now, I am not afraid.”

 

“You should tell him that, not me,” Gandalf smiled as he ducked beneath the mast of their ship and headed over to see if he could join in the singing.

 

Thorin knew he should probably do so, and he might share a word or two with the hobbit later, but for now he would much rather keep his eyes forward.

And it seemed that Bilbo was more than happy to dance with his nephews.

 

Bilbo’s feet were the same size as the dwarf brothers’ boots, and he made just as much noise as they danced together, singing along to a song that all of them knew. He was clapping and grinning, and he was enjoying every moment of this freedom because he knew that all too soon it would come to a screeching halt.

 

He looked between Fili and Kili with adoration bright in his eyes. These two men were among the people he admired most in the whole world – including Gandalf, and maybe, _maybe_ Thorin. They were charming, they were outlandish and they didn’t ever criticize him, not once. They didn’t call him short or dumb or cowardly, and they had no end of jokes and stories to share with the Hobbit. When the nights were cold, he would be flanked on either side by the brothers, and kept warm as he slept. He knew they’d surreptitiously adopted him as one of their own, and he wouldn’t dare protest.

 

Aside from being barrels of fun, they were unwaveringly brave, and even more remarkably – almost disgustingly handsome. Bilbo watched them several times in Lake Town as they would edge on either side of a lovely human lady and charm her until she was cooing. He always felt a flutter in this moment, and it was probably jealousy, although he had no interest in human women. 

 

Fili suddenly picked the hobbit up around the waist and hoisted him onto his shoulder, and Kili took his place right beside, one knee on either of their shoulders as they spun the tiny man around in a circle, and the rest of the dwarves hooted with laughter at the startled expression on Bilbo’s face.

 

Then there was a screech, and a cry – “ _LOOK OUT!_ ”

 

And talons were closing around Bilbo’s shoulders, digging into his skin, and he lifted directly from their shoulders. Poor Bilbo didn’t even have time to fear one from other when the brother’s hands clamped down hard on his ankles, and the beast that grabbed him was caught so off-guard, its talons slipped, ripped Bilbo’s shoulders, and then flew away.

 

Bleeding and frightened, he was encompassed by Kili’s strong arms, and they finally got a look at the thing. It was like a shadowy dragon, although much too small to truly be called such.

 

“It’s after Bilbo!” Galdalf hollered, and Fili raised his sword to slice at the creature’s belly as it made another swoop down for the hobbit, the rest of his body hunched protectively over Bilbo in tandem with his brother.

 

Bilbo was too shocked to move. He let Kili hold him away from the beast and defend him without making a move to help. He didn't think he could lift his sword anyway, with his shoulders all torn up. Besides, if the monster was after him, for whatever reason he certainly couldn't think of one, then it was probably better that he not get too close or move too far into the open. And the brothers were protecting him, so there was nothing to worry about.

 

Several arrows and wild axe swings later, a few blasts from Gandalf’s staff, and the creature flew screeching away.

 

“It will be back!” Gandalf shouted, “We’re sitting ducks out here on the river!” and a few of the dwarves were already moving to reel the boat into the shore of the river, before Thorin could even bark the order.

 

Fili was torn between sheathing his sword so he could help to hold Bilbo’s shaking form with both hands, or keeping his blade in hand in case the creature came back.

 

“Are you alright? How do you feel?” Kili was supporting Bilbo’s full weight now, watching his expression turn weary.

 

“Why is it after him!?” Fili cried.

 

“It’s coming back around!” Gloin shouted, and Kili was already firing arrows at it, passing the hobbit’s limp body to his brother, and Nori took a wild swing at it with his staff.

 

Thorin took the brunt of the next swing of the beast’s talons, but they did little damage through his furs and chain mail. It was chased off again, but not before it took a chunk out of Oin’s shoulder with its mighty claws. The bow of the ship crunched into the soil of the bank, and everyone quickly disembarked, hoping the cover of the brush would disengage the creature.

 

“It won’t stop!” Dori pointed out the monster circling above the brush, looking for the best way to duck in.

 

“I don’t think we can even hurt it,” Ori gasped, watching as shadows curled off the creature’s wings. “It don’t look real, don’t look solid.”

 

“It’s solid enough to hurt Bilbo,” Fili snapped viciously, still holding the hobbit protectively close.

 

Bilbo relaxed against the man's chest, feeling safer than he had since leaving home. The brothers weren't going to let him get hurt again. But he didn't want them to get hurt on his behalf, either.  
  
"I can sneak away. It won't see me if I go alone." he suggested.

 

“You are wounded, and you are not leaving my side,” Fili’s tone was final.

 

“He has a point!” Bofur insisted. “If Bilbo is not with us, the monster will not attack! It’s Bilbo it’s after!”

 

“We’re not sending him off alone!” Kili roared.

 

“There is another way,” Gandalf approached quickly as the beast gave another wraithlike screech into the sky as it tried to duck through the thick trees. “If Bilbo is not Bilbo, the creature will cease its attack.”

 

“What are you suggesting?” Bilbo could feel Fili’s grip on him tighten.

 

“A transformation spell,” Gandalf spoke quickly. “I know of only one, but it is fickle, and I will have little control of what Bilbo will change into. He may become a goblin, or a human, or a dwarf himself, but he will not be Bilbo, and the creature will cease.”

 

Kili’s brows drew together and he looked down at Bilbo to see what he thought of the idea.

 

"I'll still think like me though, won't I?" Bilbo asked. He didn't want to lose himself. Especially if he turned into something like an orc. He could turn on his friends and hurt them or force them to hurt him.

 

“It is a transformation of the body, not of the mind,” Galdalf assured him. “Even if you turn into a mighty troll, you will still have the manners of a gentle little hobbit.”

 

"Then yes." Bilbo said as the creature swopped towards them again. It was the best way to help his friends and there was every chance he would turn into something that would make him more useful. "If it will get rid of that thing then do it."

 

“But don’t we need a hobbit to get into the mountain?” Oin cried. “Wasn’t that the point of –”

 

But it was too late. Fili stepped back just in time for Gandalf to blast Bilbo with the spell. Bilbo could feel his wounds mending, which was nice, and his body shifting. It wasn’t exactly painful, but it wasn’t comfortable either. His bones shifted and his flesh moved, and his top half felt much heavier than before, and his scalp felt odd – he thought for sure it felt like his hair was growing.

 

And then it was over, and he collapsed to the ground. The brothers were upon him in an instant, rolling him over, and nearly every set of eyes was on him.

 

Bilbo hadn’t changed much. In fact, he was still a hobbit. But he’d changed just enough. His hair had grown long and silken, golden-red curls down past his shoulders, which were narrower, and the weight in his body had shifted from his middle to his hips and thighs, and most remarkably, a pair of breasts.

 

Bilbo Baggins had become a woman. 

He blinked a few times and hesitantly sat up, finding his body settling in ways he wasn't used to. He shook his head, trying to clear away some of the dizziness and was hit in the face by hair he had never had before. He looked up at all the bearded faces staring down at him in shock and found himself starting to worry.  
  
"What is it?" he asked, surprised by the pitch of his voice.  
  
That was when he looked down. He was still small, smaller than he had been before even, and certainly wasn't himself.  
  
"I'm a girl." he stated, rather calmly in his opinion.

 

Suddenly the creature figured out how to swoop below the trees, and its long, windy shadowy body curled forward in the damp leaves, rage flowing from its body.

 

It stopped, however, and inhaled deeply. The hobbit it had been searching for, the scent was gone. It swung its beastly head from side to side, but it could not see the tiny hobbit it had been sent to find.

 

“Where did Bilbo Baggins go?” it had a voice, and it was deep and angry and horrifying.

 

“There is no Bilbo Baggins here,” Gandalf stood bravely in front of Fili, Kili and Bilbo, who was still sitting in bloody, shredded clothing.

 

“Then who is that hobbit?” the creature hissed, looking around Gandalf’s side.

 

“My wife!” Kili suddenly cried aloud with a large grin, clapping a hand down on his – her – tiny shoulder.

 

The creature’s dark eyes narrowed and it slithered forward on massive talons, breathing in Bilbo’s scent. Definitely not the hobbit it was looking for. With a screech, it barreled out of the woods and into the sky to return to whence it came with the news of its confusion and the disappearing hobbit.

 

"Your _what_?" Bilbo exclaimed, pulling away from Kili as soon as the beast was out of sight. "Was that really the best excuse you could come up with? Since when do dwarves marry hobbits?"

 

“I don’t know, it worked didn’t it?” Kili grinned.

 

Fili meanwhile stepped forward and went down on one knee, immediately searching Bilbo’s body for any traces of the wounds.

 

“When can you turn him back?” Ori asked, looking up at Gandalf.

 

The wizard’s silence had all eyes turning to him. With a sigh, Gandalf leaned on his staff. “I would not risk trying. The spell is impossible to control, and it is a miracle that Bilbo retained his hobbit stature at all. If I tried again, he could turn into something awful… it would not be wise to take that risk. At least not until our fight is over and we have taken back the mountain. We need his light feet.”

 

“Her,” Balin corrected with a funny look on his face. 

 

"You didn't say you wouldn't be able to turn me back!" Bilbo cried, blushing a little as Fili’s hands roamed his body. He wasn't used to being manhandled like this, especially not in this body. He didn't really mind but it was a little embarrassing, especially with everyone watching.

 

“I did say the spell was difficult to direct, I did tell you I wouldn’t have any control over what you changed into,” Gandalf’s voice was dark. “Would being a woman be so awful?”

 

"You may find this surprising but I've never been a woman before!" Bilbo hissed. "And I was perfectly content being a man. I don't know how to be a woman, Gandalf."

 

“Then don’t try,” Gandalf said, shaking his head. “We can’t risk another shot at the spell until after we reclaim the mountain, that much is certain. Until then, you have no choice but to remain as you are.”

 

Bilbo’s clothes hung on his new body all wrong, and having such long hair was very new to him.

 

“Are we supposed to call you a she now?” Kili asked as Fili came up to a stand beside him, and they looked over every angle of Bilbo’s body. “Because I’m not sure I could call you a he when you’ve got such – ” his hands cupped to his chest, and he was promptly swatted over the head by Thorin.

 

"I can't wear these, they're all wrong." Bilbo said, tugging at his clothes. They were too tight in some places, too loose in the others and he could already tell he was going to need some extra support for his chest.  
  
"And all this hair is in my way." he complained, searching through his pockets for something he could tie the long locks back with. They seemed to gravitate towards the center of his face and he wouldn't be a very good burglar if he couldn't see anything.

 

Kili was behind him (her?) in an instant with a strip of leather from one of his many braids, and he pulled the locks back so he could tie them at the base of her neck.

 

And with a very simple spell, Gandalf altered the shape of Bilbo’s clothing. They hugged her breasts now, lifted and supported and they felt so much nicer than before, crushed by the vest. Boning was added to the vest and Bilbo remarked how tiny her female waist was in comparison to her generous hips. She’d never been a stick-thin sort of man, but all the weight settled in all the right places. Her trousers separated into a thick wool skirt that kept her legs remarkably more warm than pants ever had, and she wore loose white trousers beneath as an undergarment. The red velvet overcoat was still there, but the tears and blood were gone, as was the same for her shirt.

 

And just because he could, Gandalf added a few braids and beads to her hair with the same spell. Bilbo felt a little silly – he still had his male tendencies, after all – but he couldn’t deny with one look into the water that he was probably the prettiest girl hobbit he’d ever seen. And maybe she could get used to it. _Maybe_.

 

And there was the way the brothers were looking at her, and it made her shiver. They had the same expression they wore when they were about to work their charms over a human lady in Lake Town.

 

"I'm not sure all the little baubles and things are necessary." She said. She cleared her throat and clapped her hands together, surprised by how much smaller and softer they were than they had belonged to a man. "But it's, ah, it's all very nice. Yes very nice indeed. Thank you Gandalf. Shall we move on then?"

 

“Back on the boat?” Kili asked with a grin, “Wifey?”

 

“She’s not your wife,” Fili said, smacking his brother.

 

Bilbo glared at them and pointedly stood away from them when they all climbed back into the boats. Instead she took a place beside Gandalf where he was closer to Thorin. She could feel them all, with the exception of Thorin, still watching her and it made her more and more uncomfortable the closer they got to the mountain.

 

Thorin stood very close, but he didn’t speak a word to her the entire trip up the river. He didn’t look at her, he didn’t even acknowledge her existence.

 

Their trip was otherwise unimpeded, and before long they stood before the door, and Bilbo’s fear was rising. She considered running, as she had hundreds of times before she stood here now. She would have liked to blame her larger fear on the fact that she’s now female, but Gandalf said it wasn’t a transformation of the mind. She’s just a coward.

 

“See if you can get in close and talk the dragon out,” Gandalf said, “And if that doesn’t work, be light on your feet and get out, and we’ll try plan B.”

 

Bilbo nodded and when the door opened she slipped inside. Inside the mountain was huge. She looked down and wondered if there was an end to it. It just seemed to go down, farther and farther, disappearing into the darkness. She could see glints of precious metal, still shiny despite the long years, shimmering in the darkness. Hills and valleys made of gold spilled over the various floors, creating their own magnificent landscape beneath her feet.  
  
She didn't see the dragon. Not yet. She moved along the hall towards a staircase, keeping an eye out for the beast.

 

However there was a sudden and mighty roar, and the beast rose out of the gold. He didn’t attack, but his tail was coiling around the wall, heading right towards her. With a shriek of terror, and quite surprised that she was seen through her best efforts to keep hidden, she ducked. His eyes were burning and locked directly on her, and his tongue slid over his scaly lips as if he were getting ready to eat her.

 

However, she was faster than his tail, and she went running desperately through the halls, headlong towards the exit, already hoping they had an idea for plan B. she narrowly missed a few claws and another swing of the tail before she scrambled up the staircase. The feeling of ashen dirt under her toes was welcome, and the door was closed very quickly. The roar of the dragon could be heard, but then silence, as it slunk back into the mountains of gold.

 

Bilbo was shaking with terror, hiding behind Gandalf, who looked just as surprised as the rest of them.

 

“What happened down there?” Kili asked, as he and his brother flanked her, feeling more than a little protective, while Thorin manned the door for any signs that the dragon was coming out.

 

"Th-the dragon. Came out of no where." Bilbo said, panting from the run. She looked around Gandalf, towards the door then shrunk back, terrified that she might see the dragon again. "I was walking towards the stairs. Everything was quiet and then out of no where I was attacked! He looked like he was going to eat me. I barely got away."

 

Suddenly Thorin’s eyes widened and he looked at Gandalf, who nodded gravely.

 

“I didn’t think of that, it didn’t even occur to me,” the wizard muttered, and all eyes turned to him.

 

“What? Think of what?” Bilbo asked as the brothers stepped closer to her, trying to ease her nerves.

 

“The spell transformed your body, healed all your wounds, put everything in order as if you’ve never aged a day or even been outside.” Gandalf said, “You have a _brand new body_. And the lore of dragons stealing away young virgin women don’t come out of nowhere.” 

 

Bilbo's eyes went wide and she could feel her face turning red as all around him dwarves started to laugh. The dragon wanted her because she was now a pretty, young virgin. There was no way she was going to be able to sneak in and lure the dragon out. She'd be trapped and killed. It was impossible. She'd come all this way for nothing.  
  
"Is there another plan?" she asked, hoping she hadn't truly ruined everything.

 

“Well, if you weren’t a virgin – ” Kili laughed, and flinched, anticipating another blow from his brother.

 

“No, that’s not such a bad plan,” Fili agreed. “Then you wouldn’t smell like a virgin, and you could try again. Big scaly won’t even want to talk to you until you don’t smell so enticing.”

 

“No, stop it at once,” Gandalf said. “That is not a proper plan.”

 

“What, you think your virginity is worth more than the mountain, all its treasures, the people it could hold, you think you’re worth more?” Dwalin said with a deep, threatening voice.

 

“Stop this!” Gandalf said, but already he was being ignored. Even Fili and Kili walked towards the others who were all starting to think that it was a grand idea.

 

She was instead protected by Balin, who had a firm hand on her shoulder, and Gandalf, who stood bodily between her and the others.

 

"Can I say something?" Bilbo asked. She certainly didn't like how this was going. She knew Gandalf would never allow them to force her but she didn't want to cause any trouble for the group. These were her friends and they were reasonable people. Surely they could work together to come up with a different plan.

 

However, she was completely ignored.

 

“I think Dwalin’s right,” Bombur said with a nod. “Bilbo might be a lady now, but that doesn’t mean she’s more important than everything that palace could be used for!”

 

“Bilbo isn’t even a real lady, he’s still himself,” Nori added firmly.

 

“Well hold on everyone, lady or not, Bilbo’s virginity can’t be handed out like the deed to a house!” Balin defended, but he was righteously ignored.

 

Bilbo nodded her agreement. "Balin makes an excellent point, I think if we ought to leave for the night and think about this-" No one was listening. She huffed and shook her head. "You're all just being rude now, honestly."

 

“Ori is the youngest, it should be him!” Oin laughed.

 

“What does it matter if he’s the youngest?” Dwalin grunted.

 

“Oh, are you saying it should be _you?_ ” Gloin asked.

 

"Don't I have any say in this?" Bilbo asked but they were too busy arguing to hear her. She thought about sneaking off. It would have been easy, they weren't even really paying attention to her. It was a little sad that she was considering running away from her friends more seriously than she had considered running away from a dragon.

 

“Quickly, let’s get out of here,” Gandalf said quietly, sheltering Bilbo with his arm as the others continued to bicker.

 

“What about you, Thorin, you’re not saying anything!” Gloin said.

 

“I am not interested,” Thorin said honestly, looking over the door anxiously, and he very badly wanted to move away.

 

“I’m gonna bring us back to the forefront then,” Fili said, a grin on his face. “Come on, Bilbo, there’s no one you trust more than us!”

 

“So what, it’s gonna be _you two?_ ” Bombur chuckled.

 

“Well why not? We spend more time with Bilbo than the lot of you combined! If he – or she – can trust anyone with her _delicacy_ , it’s us!” Kili said, matching his brother’s grin. Gandalf’s mouth had dropped open, and Bilbo was hiding her face in her hands, blushing like a whore in a cathedral.

 

“Besides, we have experience with pleasuring women – how many of the rest of you do?” Fili said, and there was a tense silence in the crowd. “Precisely my point, who else here would take on the task for _Bilbo’s_ benefit? You’re all just being greedy!” he stepped closer to Bilbo, and while she was still embarrassed, she was touched by his words.  

 

"I think we should explore out options." Bilbo offered weakly. The thought of the brothers being the one to...deflower her wasn't as unfavorable as the others. They were the most handsome by far and she had always admired them. She was more attracted to them than anyone else, had been before he had become a she. But she didn't want them thinking this meant that she was some toy they could do away with once they’d absconded with her virtue. And she was still a little intimidated by the whole idea, regardless of who it was.

 

“We can’t just go off and pick up another hobbit!” Bofur argued. “It took us forever to get here, and there’s no hobbits nearby!”

 

“And we _need_ a hobbit!” Dwalin agreed.

 

"Well maybe there's some other way." Bilbo argued. "Maybe there's a way I can lure the dragon out without having to go inside, we just need to think."

 

“That dragon is _not_ going to leave his horde,” Dori shook his head. “It doesn’t matter if you get him alone, if you’re still a young virgin woman, he’s going to rip you apart!”

 

“If you’re not a virgin, you can get close to him, we can still try that talking-him-out plan,” Oin said with a nod.

 

“The only fork in the plan is your virtue, little miss,” Dwalin smirked.

 

“It comes down to an ultimatum,” Thorin sighed, surprising the whole group. “Your innocence, or the rightful home of the entire dwarven race?”

 

"I-I..." Bilbo looked at Gandalf, hoping he would come to her aid, but he said nothing. She couldn't say no. This was their home. They'd been fighting for this for months. They'd risked their lives for this and now she was standing in their way. But she had only been a woman for a short while, she wasn't ready for something like this.  
  
But they needed her. She couldn't say no.  
  
"Alright."

 

Gandalf felt solely responsible, and he hung his head in shame. Bilbo must be so frightened and confused.

 

“It comes back down to who?” Kili grinned. “Because as I was saying before, my brother and I – ”

 

“Alright!” she cut him off before he could go off again talking about pleasuring women. “Alright. You’re right. I trust you. Both of you. More than the rest, with the exception of Gandalf, but, ahh,” she looked over at him and made a sympathetic face, and he held his hands up defensively to show he took no offense.

 

“We will return to the town tonight, take up our lodgings again. I expect you two will divest her… cautiously.” Thorin nodded to the brothers as they took their places on either side of her body, a hand on either shoulder.

 

Bilbo shivered and let them lead her and the rest of the party away from the mountain.

When they arrived back in Lake Town, the people they saw were confused, but brought them back to their original lodgings. It was nightfall at this point, and Thorin took her directly to the bedroom she had once shared with Fili, Kili, Ori and Nori. The three of them were now alone.

 

"I don't exactly know what's supposed to happen now." Bilbo said shyly, staying close to the door. The brothers had moved to the beds, giving her some space. She's grateful for it because she doesn't think she could handle them just starting in before she's had a chance to gather her wits.

 

“Bilbo, do you mean to tell us you’ve never bedded anyone before?” Kili asked, already shucking his boots, his brother following suit. He looked up again with a grin, and when he saw Bilbo’s expression, it slipped. “Wait, really?”

 

"It's not something we do in the shire. Married couples do, obviously but I m not even betrothed." Bilbo said, blushing furiously. She knew the brothers were very popular among he women they met and she had suspected they were used to this sort of attention. She should have known what that meant but she was still a little surprised that they were so comfortable bedding a women they were not attached to.

 

Kili exchanged a glance with his brother, and their expressions had softened. “We didn’t… we didn’t know you were a virgin before this,” he murmured.

 

“I – we – sort of assumed that a hobbit as handsome as you would have – ” Fili’s brow furrowed.

 

"I never found a woman I had any particular interest in." Bilbo admitted with a little shrug. There had been a few girls he had given second glances but none he had found appealing enough to begin courting.

 

Fili and Kili raised their eyebrows at each other with devious little smirks. “And men?” they asked in unison as they looked back over to her.

 

She blushed. There had been a few male hobbits she had looked at a little too closely. Nothing had come of it though so she shook her head.  
  
"I don't have any experience with men either." she said, tugging nervously at her sleeve.

 

Their boots untied and tossed aside, they sat a little farther apart, beckoning her to the space between them with warm expressions.

              

“So we have the privilege of touching you for the very first time?” Kili asked as Bilbo walked nervously forward, stopping a few inches away from the bed.

 

“What an honor,” Fili smiled and took Bilbo’s hand, and raised it to his lips for a tender kiss, his brother copying instantly with her other hand.

 

Bilbo blushed and tried to pull her arms in but the boys were having none of it. They held her firmly but not painfully, keeping her between them as they kissed the soft skin on her palms and fingers. Another hand slipped around her waist and one brushed back her hair. It was already starting to get a little confusing but it was a little easier to just let the boys have most of the control.

 

She was drawn onto the bed and immediately laid across a few plush pillows, and her head was already beginning to spin.

 

“Let’s go slow,” Fili suggested to his brother as he traced a knuckle down the gentle curve of Bilbo’s jaw.

 

“Slow,” Kili agreed, and traced the pad of his thumb across her plump lower lip. “Would you mind if I kissed you, miss?”

 

"I – No. No I wouldn't mind." She said. She really didn't. Kili was her friend and he was certainly attractive, him and his brother both. She didn't mind the thought of kissing them but she was embarrassed. She had kissed one person before, a long time ago, during one of the shire's many celebrations. It had been quick and innocent and she had a feeling kissing Kili would be exactly the opposite.

 

He opened his lips on hers, already open-mouthed, and it had feelings soaring through her faster than she could comprehend. She’d touched herself once or twice while she’d still been a man, but never very often (she’d never had any reason to) and certainly not often enough to keep from being surprised every time she found herself aroused.

 

Her hips rolled up at nothingness, his tongue already tracing the seam of her lips, his hands resting on her waist – or maybe those were Fili’s? She felt another pair of hands rest across her thighs above the fabrics of her skirt, and she was sure that she would lose her mind before the end of the night.

 

Hesitantly she opened her mouth to him. She heard him make a little noise of appreciation somewhere in the back of his throat as his tongue sneaked past her lips. It was a quick little flick, tasting her, then another and another, lasting longer each time as he probed deeper, letting her get accustomed to the feel of it before their tongues actually made contact.  
  
And that was really not what she was expecting. The idea had always seemed a little gross to her. Tongues and saliva mixing, it certainly wasn't sanitary. But it was nice. It was soft and warm and not as wet as she had imagined it would be. His tongue slid against hers, coaxing it into action.

 

She yelped suddenly and nearly bit Kili’s tongue, and he looked down to see that Fili had slipped a hand closer towards the sex between her legs, and he swatted the blonde’s hand.

 

“ _Slow!_ ” he scolded, though he had to admit the flush across Bilbo’s cheeks was divine. “Let’s take it at her pace, brother. She is doing this for _us_ , not the other way around. Were it not for her bravery in this matter, our plans would be for naught. She is giving us a prize, we are not taking it from her.”

 

“My apologies,” Fili looked rather embarrassed.

 

"It's alright." Bilbo said. She sat up a little and gave Fili a small smile. "I was just surprised. I'm not angry."

 

Fili gave his brother a smug smirk, and Kili tried to look reproachful – but honestly he was just jealous that his brother had the first touch between her legs.

 

“Let’s undress,” Fili suggested, sitting up so he could throw off his fur, already feeling a little warm anyway. Kili similarly began to throw off his layers, until the brothers were in nothing but their underclothes, but Bilbo was still struggling with the ties on her corset, very unaccustomed to having such complicated closures. They quickly came to her aid, having untied their fair share of corsets, and pulled it from her soft waist, her breasts spilling to either side of her chest when she laid on her back.

 

Immediately they were both taken in hand by each brother, one giving a little harsher a squeeze than the other, but she could hardly make heads or tails of either of them at this point, and they leaned in to kiss either side of her neck simultaneously.

 

"I'm...mmh- I'm not sure I can handle all this..." Bilbo said without any real force behind it. Her head was spinning but she felt really _good._ Surprisingly good. Even the rough hands on her soft breasts didn't feel wrong or make her want to pull away. The two brothers seemed to know exactly how to touch her to make everything feel absolutely perfect.

 

Kili kissed her again while Fili worked her shirt up over her breasts, and the feel of his beard prickling her soft skin was nothing compared to the sensation of his lips and fingers eclipsing her nipples. Her hips rolled downwards on instinct, and she nearly fainted on the spot when Kili gave her something to grind down on – his own fingers.

 

He swallowed up her moans greedily as his brother worked her breasts between his mouth and hands, occasionally slipping his free hand down to map the curve of her hips and waist.

 

Bilbo's eyes closed as she gave herself over to them. She wasn't trying to keep track of who was where or touching what. All she knew was there were hands and mouths covering her, making her moan and whimper as they teased her.  
  
She was feeling light headed. She tried to take a deep breath but lost it in a gasp as Kili's fingers pressed against something very sensitive between her legs that made her cry out and roll her hips, trying to find it again.

 

“You found her flower,” Fili smirked between her breasts as Kili pressed insistently at the little bud causing her such pleasure.

 

She was boneless as they helped her out of her shirt and skirts and undertrousers, and suddenly she was completely naked, their clothed bodies itchy and hot against her. Kili pressed against that spot again, and it had wetness spilling out of her.

 

“Pull her up higher,” Fili instructed his brother, and Bilbo’s body was lifted higher on the covers, her feet pulled up over the edge and her knees spread by the blonde’s careful hand. She looked apprehensive, but Kili drew her lips in for a tender kiss to distract her as his brother dipped his head down between her legs.

 

Bilbo almost screamed. The sound was swallowed by Kili's lips and tongue. She could feel Fili's lips against her thighs, pressing soft kisses to them to help her relax. She hadn't been expecting to feel his breath or his lips against her sex, hadn't expected what that would feel like against her. She never would have conceived of touching a woman like that.

 

Her thighs were quivering, and Fili held her legs apart with gentle hands on her knees while he swirled his tongue between the pink folds of her newly-created womanhood. Kili felt jealously left out, but found that the sight of his brother’s golden beard twining with the soft red-gold curls between Bilbo’s legs was too beautiful to really care. He massaged her breasts, kissed her again, and listened to her moans and pleas for something, she knew not what. Release, she assumed, but that was only from her experience as a man – she didn’t honestly even know if women were capable.

 

The tongue left her for a moment, and she nearly protested, but Fili only said “Brother, to me,” in a dark, authoritative sort of voice before his lips and tongue were replaced over her quaking sex.

 

Kili grinned and gave Bilbo one last kiss before sliding away from her. She opened her eyes to watch curiously as he slid down the bed. Fili turned onto his side, his tongue and lips never leaving her. To her shock Kili settled on his side, his face level with Fili's groin. He smiled up at his brother and in one swift move tugged his pants down to his knees, freeing his manhood.

 

She gasped in shock as she watched him circle his lips around the dwarf’s penis, and she pushed Fili’s head away from her in order to voice the obvious question, but she was still so wracked with pleasure that she could only whine in confusion.

 

“Do not worry,” Fili smirked, tangling his fingers in his little brother’s thick hair, guiding him along his length with a slow moan.

 

“Brothers?” Bilbo tried to voice her confusion, but Fili’s fingers had found her sex again and was toying with her.

 

“In an orgie, all members give one another pleasure,” Fili explained, deciding he’d rather not go into the explanation of how the two of them realized many years ago that they could still have sex even if they didn’t have a third or fourth party woman with them. He gasped and his hips surged up when Kili gave a little nip, all teeth and growls, annoyed that Fili was talking too much. “It is nothing to worry about,” the blonde dwarf insisted, before leaning down again to replace his lips over her dripping heat.

 

Bilbo moaned, her eyes closing again. She knew this feeling, this kind of pleasure and sensation building inside her. She knew it from when she had been a man but then she had known how to let it go. After the first time she had known what to expect. But now she didn't really understand what was happening. She could feel it growing inside her, her entire body tightening up and begging for release but she was scared to let it go. She held back for fear of what would happen.   
  
But the way Fili's tongue played with her, flicking over that sensitive spot and making her writhe was getting the better of her. She tried to hold out but her vision was going black and she could feel her hold on the world around her slipping as the pleasure overwhelmed her. Then Kili must have done something because Fili was moaning against her and the puff of air and the way his tongue moved was enough to throw her over the edge.  
  
She isn't sure what her body did other than going taut as a bow string, her hips pressing her womanhood against Fili and his questing tongue. She cried out or maybe she didn't. She didn't hear anything, but colors were exploding before her eyes and she was lost.

 

Fili ushered her gently through her orgasm with a thumb moving in circles on her bud, holding her hips down with a firm hand to her lower belly. She was glistening with sweat, her toes curled, her sex swollen and red, and her nipples hard on quivering breasts. Nothing escaped her but a high, sweet little whine, and Kili pulled away from his brother’s cock in order to moan at the sound alone.

 

“You enjoyed that, little miss?” Fili murmured, soaking up the taste of her from his lips as she lie there, shaking.

 

"I-That....Oh my." Bilbo sighed, eyes closed tight. Her chest was heaving, her new breasts feeling heavy but not uncomfortable. In fact every inch of her seemed to be buzzing happily in the aftermath of her climax.

 

“On your knees, if you please,” Fili commanded, helping the lethargic hobbit turn over until her breasts pressed into the plush mattress, her hips lifted up off the bed. “If you would do the honors?” he addressed his brother, who had a twinkle in his eyes, and suddenly Bilbo lurched with fright.

 

“Not yet, don’t panic,” Kili assured her, drawing her hips closer again and pressing his fingers into the hot, wet creases of her womanhood. “You aren’t ready yet.”

 

He leaned forward to suck and kiss at the places left raw from Kili’s tongue and beard, but there was no lack of wetness there, supplied generously by her own body. And before she really knew what was going on, there was suddenly a finger pressed inside her, and it was probably the strangest sensation she’d ever experienced in all her life.

 

She tries to pull away but a set of strong hands holds her steady. The intrusion doesn't hurt, not at all, but it's strange. He moves his finger slowly and she begins to get accustomed to it. It's still odd but she's so sensitive that it starts to feel good sooner rather than later.

 

He twists his finger, propped up on his knees, while his brother slides in between his spread thighs with his back on the bed so he can return the favor, mouth opening on Kili’s cock. Kili wanted to sooth her, so he traces his tongue along the seam of where his finger is pressed inside her, and that really seemed to please her because she bucked back against his touch, unwittingly shoving his finger deeper inside her, where it hit something that lit the flame in her belly again.

 

“There you go,” Kili murmured, kissing her ample bottom as he curled his finger inside her, pressing it in as deep as it would go.

 

"Aah!" Bilbo cried out, hugging a pillow tight to her and burying her face in its softness. Kili's added a second finger beside the first, her body providing more than enough moisture for them to slip in with almost no resistance. She mewled softly, the fingers stretching her more now. It hurt for only a moment before he curled his fingers into that spot again and it was gone. She was bucking back against him again, aching for just a little more.

 

He could see faint traces of blood on his fingers, and he thought about pulling out his fingers, but as soon as she began to buck against him he knew that she wasn’t experiencing pain. He hadn’t given himself and his brother enough credit – they’d dealt with virgins before, they knew how to be gentle, how to be sweet and to bring her pleasure.

 

He twisted his wrist as she rutted herself against his knuckles, moaning maybe for more, maybe for him to stop, the sensations were too much. Kili had to pause for a moment when his brother battled for Kili’s attention, taking his length all the way down his throat and sucking hard.

 

"Please..." she gasped, reaching back to take his hand and stop him. She was starting to feel a little dizzy from the onslaught of sensation battering her already over-sensitive nerves. She was stretched and wet and she felt so good she knew she could handle more now. The brothers had been so good to her that she felt ready to continue. "More. I'm ready. Please." she panted, face flushing.

 

The fingers slipped from her and the brothers exchanged glances before they both laid back on the bed, side by side, and she had to turn to look at them.

 

“Your decision,” Kili said with a smirk as he gestured between himself and his brother.

 

She cast an appraising eye over the two dwarve’s cocks, her mouth running dry. She’d never seen a penis other than her own back when she was in the shire, and even then it had been nothing compared to what she was faced with now. Fright fluttered through her, but then her sex throbbed and she remembered that this was not going to be entirely unpleasant.

 

Kili’s cock was very, very thick where it stood straight up from a thicket of black curls. So thick, it actually made her feel dizzy trying to think about it shoving inside her. Almost as wide as her own wrist, which was actually rather thin as wrists went, but for a penis it was monstrous. She could tell even from a couple feet away that he lacked a length that would please, say, a human woman or an elf, but for a smaller dwarf, or especially a hobbit, he had inches to spare.

 

Fili, on the other hand, had the length that Bilbo could somehow tell was abnormal for a Dwarf, because it simply didn’t look natural, curving up almost a full six inches from his rather stocky body out of a fine patch of straight, almost ginger hairs. He didn’t possess nearly the girth that his brother did, but it would be plenty to provide a stretch for Bilbo’s tiny body.

 

Both erections were glistening with one another’s saliva, each were rosy red in color, and each were pulsing with impatient interest. The choice was impossible.

 

Bilbo looked between the two, wringing her hands nervously. Both cocks looked magnificent but looking at Kili her arousal was tinged with anxiety. They had stretched her sure but not that much. Penetration from him would most likely be painful and she didn't know how long the pain would last or if she would be able to continue past it.  
  
Fili, on the other hand, had length that she found remarkable. There were certainly no hobbits with that sort of length and her body might not be able to take it all. But he would know that and he could keep from hurting her more than Kili could.  
  
"Fili." she said finally. "If that's alright."

 

Kili actually laughed when Bilbo asked if it was ‘alright.’

 

“I said it was your choice,” he chuckled, getting up to lift Bilbo onto her knees and help guide her to his brother. He held her up beneath the armpits, and straddled his brother’s knees right behind her, kissing her neck as Fili guided her the last few inches, and she was hovering directly over his cock.

 

“You ready, my dear?” he asked in a low voice, and she simply nodded as both brothers aided her in slipping down over the shaft. It was noticeably larger than the fingers already, and she whimpered in pain, but she was quickly distracted by Kili’s touch. One hand to her breast, the other rubbing soothing circles into the bud at the front of her sex that had her hips jerking already.

 

And before she knew it, she could feel the short, springy hairs at the base of Fili’s cock brush against her oversensitive thighs. Her eyes opened in alarm, and she gave her inner muscles an experimental squeeze, disbelieving that the entire length was all the way inside her. She could feel the stretch of his length more than his width, and she honestly believed he had penetrated her all the way up into her belly, because there was an intense pressure directly behind her bellybutton.

 

Kili began to suck on the tip of her ear and swirled his fingers harder on her bud, and she leaned her weight back against him with an incredibly self-satisfied moan.

Fili took her hips in his hands and gave his hips a shallow buck, for which he was rewarded by a frank yelp from the little hobbit.

 

Another small buck had Bilbo gasping. She felt too full but it didn't hurt. She could feel the full length of him now as he bucked and pressed further inside her and it amazed her that she managed to fit that much inside her small body. But it felt so good and Kili's hands distracted her from any discomfort she could have possibly experienced.

 

“He’s inside you,” Bilbo could _hear_ the smirk in Kili’s voice as he kissed at her bare, freckled shoulder. “He’s all the way inside you.”

 

He ran his hands up along her body, teasing her breasts and grinding his own dripping cock against the back of her thigh as his brother began to rut gently up into her, awaiting the moment she would ask for more.

 

“Does she look beautiful?” Kili asked his breathless brother.

 

“So beautiful,” Fili moaned, wetting his lips as he bucked up harder, and her hips were finally starting to sway down to meet him. “I can watch myself disappear inside her like this.”

 

“I am envious,” Kili’s voice was nearly a growl and he started to leave just-too-hard bites on her shoulders and neck as her body bounced with Fili’s thrusts.

 

"K-Kili that hurts." she whined, grabbing for his hand. Then she moaned as Fili thrust into her again. She was starting to get used to the feeling of him being inside her and as that comfort grew so did her confidence. He thrust again and this time she moved her hips down to meet him, adding just a little force and speed to the intrusion.  
  
And that...that felt nice. Really nice. She would certainly enjoy more of that. So she did it again and yes, it was just as good the second time.

 

Kili’s hands moved to her hips and his fingers laced with his brother’s as they aided her in moving atop him. The force of Fili’s thrusts doubled, as did the ferocity with which the brothers helped her shift on top of him.

 

Soon after, however, she fell forward with her hands on Fili’s chest and she started to move her own hips, and Fili threw his head back with a groan. Kili’s mouth went dry as he watched her force herself down over his brother’s length, and he reached beneath her to roughly palm his brother’s sac, earning another, louder groan from him.

 

Bilbo steadied herself on Fili's chest, leaning forward as much as she could to get the best leverage to bring her hips down to meet his thrusts. She could feel Kili doing something behind her but she couldn't tell what it was. All she knew was that he wasn't touching her and Fili was enjoying it. It still seemed a little odd to her that the two brothers were so intimate but she was enjoying the sounds Fili was making so she wasn't going to question them. Especially when his thrusts picked up again and she began to feel that same tightening sensation deep inside her.

 

“Turn her over,” Kili suddenly said, his voice a sharp order. Fili looked over Bilbo’s shoulder at his brother’s face, and he could only nod as he lifted her hips off of his cock, now dripping with her wetness.

 

“On your knees, Bilbo,” Fili kissed her shoulder as she looked between the two brothers in confusion. She obeyed quietly, slipping over onto her hands and knees and tossing her hair over her shoulder so she could look back at the brothers.

 

“Oh, would you just _look_ at her?” Kili praised, running his hands down the length of the backs of her thighs. They quivered under his touch, and the brothers watched with dry mouths as her sex began to pulse. “Pretty as a siren, I’d wager. Well, don’t just leave her waiting, brother.”

 

Fili kneed up behind her, nudging her thighs a little farther apart and guiding himself back into her with a single thrust.

 

Bilbo moaned and her arms quivered, nearly giving out. Fili was still behind her, allowing her to readjust to the sensation of being so perfectly, wonderfully filled with his manhood. She took a few deep breaths and once she was comfortable again she rocked back a little, letting him know she was alright and he could continue.

 

Fili filled her with a few gentle thrusts before suddenly he let out a wild moan and almost stopped moving altogether, and his legs shook against hers, his nails digging into her hips. She looked over her shoulder curiously and saw Kili had knelt very close behind him and had pulled his hair to one side so he could kiss at his brother’s shoulder, and then realized with a gasp that he had actually _penetrated_ his brother.

 

She may have taken more time to be shocked about it, but just then with the added help of Kili, Fili’s thrusts doubled in speed and all hope of forming sentences were sexed right out of her head.

 

She was moaning now, loud and with abandon. She could hardly restrain herself if she tried. Though it was only Fili entering her it was with their combined strength. Every thrust had the force of two and she could barely breathe as that hard length pounded into her body, forcing the air from her lungs in the form of gasps and cries before she could pull more in.  
  
And behind Fili, Kili moaned as his brother clenched around him, pulling him forward when he entered Bilbo. He could see her over Fili's shoulder, her pretty hair and soft freckles shoulders, peppered with marks from his mouth. He couldn't see Fili entering her but he could imagine it and that was almost as good.  
  
"She moans so prettily, doesn't she brother?" he asked, pushing Fili's hair out of the way so he could press a kiss to the other side of his neck.

 

“So pretty,” Fili agreed, drowning under the feeling of Bilbo wrapped around his length, and his insides filled with his brother’s impressive girth. He dragged his short nails down Bilbo’s back, watching her writhe and arch into the touch, her womanhood clenching him just a little bit tighter. “You should feel her, brother, it is exquisite,” he moaned.

 

He tilted his head back against Kili’s shoulder, gripping Bilbo’s hips a little tighter. The sounds of their hips all meeting was loud and sensual in the otherwise silent room, other than their combined gasps. Fili thrust himself back on his brother’s shaft, and then forward into Bilbo’s tight heat, and his pleasure was mounting much faster than he anticipated.

 

"You're getting close, aren't you Fili?" Kili teased. He thrust a little harder into his brother who in turn entered Bilbo with more force, making her moan in a way that made his manhood pulse with lust. "She's close too I think."  
  
It was true. Bilbo was certainly on the verge of her second orgasm. That tightness deep in her belly was getting stronger and tighter, ready to explode at any second. Her legs and arms were locked, prepared for what was to come. She just needed a little more to get her there.

 

“Close, so close,” Fili admitted, his eyes screwed tightly shut as he pounded his hips between his two lovers, never getting a second’s reprieve from the assault on his nerves. It was nonstop, if he wasn’t receiving pleasure in that moment from the front, he did from behind, and it was mounting more and more quickly. He gasped desperately as he impaled himself more roughly over his brother, and then within Bilbo’s body.

 

And then Kili reached around in front of him and pulled at both of his nipples at once, and bit his shoulder hard, and Fili was coming with a cry, shooting himself inside Bilbo with a desperate cry, his fingers hard on her hips as his brother roughly thrust him through his orgasm.

 

Bilbo moaned as his hot seed filled her. For a moment she thought that might be her undoing but no. She was still just on the edge. Her climax was so close but just out of reach, despite Fili still twitching as he rode out his pleasure inside her.  
  
Kili pulled gently from his brother, letting him slip out of Bilbo leaving her on her knees, unfulfilled with his essence dripping down her thighs. Slowly Bilbo sat up, resigning herself to being left unsatisfied. She turned to face the brothers and thank them for their help when she saw Kili. Still fully hard, his impressive girth pulsing with his own need.  
  
It wasn't very ladylike of her but she was so close to the edge and they had seen so much of each other that night that she thought she could be forgiven this one trespass. So she pushed him down onto his back and climbed onto him so she was in the same position she and Fili had begun in.

 

Kili was alarmed when the hobbit pushed him over onto his back, and he nearly asked her what had gotten into her when suddenly she was sinking over his length, and he braced himself with two hands to her hips and a loud moan.

 

“Oh _Bilbo_ ,” he gasped, her muscle squeezing him so tightly he was afraid her insides would crush his girth altogether.

 

Fili could hardly believe his eyes as he watched Bilbo force her hips down over his brother’s much thicker manhood, but it appeared that she was so stretched and used to being filled that whatever flash of pain was there was so brief beneath the surge of pleasure, all she could do was moan and buck her hips wildly.

 

"Yes...oh, thank you-yes..." she gasped, eyes closed and head thrown back. Her previous shyness seemed to have melted away in her desperation and she didn't hold back or wait for instruction this time. She lifted and dropped her own hips, taking him deep inside her again and again.

 

Kili was so taken aback by her sudden boldness that all of the wit was gone from his tongue, and all he could do was moan unbidden as she thrust herself over him faster and harder than he could even hope to reciprocate.

 

“You should see it from here, brother,” Fili murmured, kissing Kili’s ears and neck and running his hands over his hairless chest (quite shameful for a dwarf, but then, he was young) and sucking love bites into his shoulders. “Your expression, twisted with bliss, her face screwed up with pleasure, her sex taking you in so deeply, brother, it’s magnificent.”

 

Bilbo moaned and stopped to simply grind her hips down against him, She loved the way he stretched her now that she was wet and open for him. There was no possibility for pain now, only pleasure. She could feel it building inside her as he pressed more firmly against her inner walls every time she clenched around him. It was brilliant and wonderful and that feeling insider her was growing and growing until she couldn't contain it anymore and she was lost in the bliss.

 

As soon as she gave the first cries of her orgasm, Kili suddenly flipped her over onto her back and began to pound into her like a wild animal, and her screams, oh they were lovely. She threw her arms around him as her climax was forced to greater heights with the rapid passing of his manhood inside her, and then she felt a familiar jet of warmth inside her, and Kili tensed up against her body.

 

Fili kissed Bilbo’s ears and threaded his fingers through his brother’s hair as they both came down together, disbelieving the fact that he had just witnessed something so utterly beautiful as the two of them coming together.

 

Bilbo couldn't move or speak or even think for a while after that. She lay there between the two brothers, limp and shivering from the force of her orgasm. She couldn't even open her eyes at first. When she did she turned to look at each of them in turn, not entirely sure she believed what had just occurred was real.

 

Kili slipped gently out of her, his and his brother’s combined fluids flowing out of her in his wake.

 

They moved to either side of her and began to gently caress her shoulders and belly and cheeks until she was capable of complete thoughts again.

 

“How do you feel now, milady?” Kili asked with a devious smirk.

 

"Tired." she admitted, still shivering a little, though now with cold rather than the aftershocks of her orgasm. "And a bit sore and embarrassed. But very, very good. Thank you."

 

“I hope you realize,” Fili kissed her shoulder as he started to work the covers over their bodies.

 

“That even if you turn back into a man,” Kili continued for him, already knowing where his brother had been going with that statement.

 

“We will still ravish you,” Fili finished, drawing her lips to his for a gentle kiss.

 

"I-I suppose that's agreeable." Biblo blushed. She turned to give Kili a quick kiss as Fili pulled the covers over the three of them. She sighed contentedly and curled up as much as she could between their broad chests, soaking in their combined warmth.

 

The promise of the next day’s adventure was a daunting one as ever, but somehow, she decided, if tonight were to be her last night on Middle Earth, she was pretty much okay with that.


End file.
